Second language (L2) pronunciation teaching typically focuses on speech production. However, research indicates that accented speakers may have "accented perception," perceiving foreign sounds through their native language "filter". According to Best's (1995) Perceptual Assimilation Model (PAM), the way listeners assimilate unfamiliar sounds into their native phonology predicts how accurately they will discriminate them. This study applies the PAM not just to beginning language learners, but also to experienced learners, extending the domain to which this model is traditionally applied to L2 learning. French front rounded vowels/y/and oe/ will be investigated - vowels that even advanced American English (AE) learners of French do not perceive accurately. Most studies examined these vowels in /tVOWELt/ context; however, consonantal context and language experience affect vowel perception. In this study, three groups of AE listeners differing in French experience will perform assimilation and discrimination tasks involving French vowels in two contexts. Results may reveal not only changes in perceptual accuracy, but also in the abstractness of perceptual representation that result from L2 learning, a phenomenon just beginning to be documented. Findings may permit better prediction of L2 learning difficulties and improve techniques for L2 teaching and speech disorder remediation.